<PAGE>


                                                                   Exhibit 10.42

                            INDEMNIFICATION AGREEMENT

         This Indemnification Agreement (this "Agreement"), is made and entered
into as of the ______day of ____________, 2003 by and between Syntroleum
Corporation, a Delaware corporation (the "Corporation"), and Ronald E.
Stinebaugh ("Indemnitee").

                              W I T N E S S E T H:

         WHEREAS, Indemnitee is currently serving or is about to begin serving
as a director and/or officer of the Corporation and/or in another Corporate
Status, and Indemnitee is willing, subject to, among other things, the
Corporation's execution and performance of this Agreement, to continue in or
assume such capacity or capacities; and

         WHEREAS, the Bylaws of the Corporation provide that the Corporation
shall indemnify directors and officers of the Corporation in the manner set
forth therein; and

         WHEREAS, the Corporation and Indemnitee desire to enter into this
Agreement to induce Indemnitee to provide services as contemplated hereby and
the Corporation has deemed it to be in its best interest to enter into this
Agreement with Indemnitee.

                  NOW, THEREFORE, in consideration of Indemnitee's agreement to
provide services to the Corporation and/or certain of its affiliates as
contemplated by this Agreement, the mutual agreements contained herein and other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows.

                             1. Certain Definitions

         As used herein, the following words and terms shall have the following
respective meanings (whether singular or plural):

         "Change of Control" means a change in control of the Corporation after
the date Indemnitee acquired his Corporate Status, which shall be deemed to have
occurred in any one of the following circumstances occurring after such date:
(i) there shall have occurred an event required to be reported with respect to
the Corporation in response to Item 6(e) of Schedule 14A of Regulation 14A (or
in response to any similar item or any similar schedule or form) promulgated
under the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
whether or not the Corporation is then subject to such reporting requirement;
(ii) any "person" (as such term is used in Sections 13(d) and 14(d) of the
Exchange Act) shall have become the "beneficial owner" (as defined in Rule 13d-3
under the Exchange Act), directly or indirectly, of


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           Syntroleum Amended and Restated Indemnification Agreement
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securities of the Corporation representing 40% or more of the combined voting
power of the Corporation's then outstanding voting securities without prior
approval of at least two-thirds of the members of the Board of Directors in
office immediately prior to such person attaining such percentage interest;
(iii) the Corporation is a party to a merger, consolidation, sale of assets or
other reorganization, or a proxy contest, as a consequence of which members of
the Board of Directors in office immediately prior to such transaction or event
constitute less than a majority of the Board of Directors thereafter; or (iv)
during any period of two consecutive years, individuals who at the beginning of
such period constituted the Board of Directors (including, for this purpose, any
new director whose election or nomination for election by the Corporation's
shareholders was approved by a vote of at least two-thirds of the directors then
still in office who were directors at the beginning of such period) cease for
any reason to constitute at least a majority of the Board of Directors.

         "Corporate Status" describes the status of Indemnitee as a director,
officer, employee, agent or fiduciary of the Corporation or of any other
corporation, partnership, limited liability company, association, joint venture,
trust, employee benefit plan or other enterprise that Indemnitee is or was
serving at the request of the Corporation.

         "Court" means the District Court of Tulsa County of the State of
Oklahoma or any other court of competent jurisdiction.

         "DGCL" means the Delaware General Corporation Law, as amended from time
to time.

         "Expenses" shall include all reasonable attorneys' fees, retainers,
court costs, transcript costs, fees of experts, witness fees, travel expenses,
duplicating costs, printing and binding costs, telephone charges, postage,
delivery service fees, and all other disbursements or expenses of the types
customarily incurred in connection with prosecuting, defending, preparing to
prosecute or defend, investigating, or being or preparing to be a witness in a
Proceeding.

         "Independent Counsel" means a law firm, or a member of a law firm, that
is experienced in matters of corporation law and neither presently is, nor in
the five years previous to his selection or appointment has been, retained to
represent: (i) the Corporation or Indemnitee in any matter material to either
such party or (ii) any other party to the Proceeding giving rise to a claim for
indemnification hereunder.

         "Matter" is a claim, a material issue or a substantial request for
relief.

         "Proceeding" includes any action, suit, arbitration, alternate dispute
resolution mechanism, investigation, administrative hearing or any other
proceeding, whether civil, criminal, administrative or investigative, except one
initiated by Indemnitee pursuant to Section 6.01 of this Agreement to enforce
his rights under this Agreement.

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           Syntroleum Amended and Restated Indemnification Agreement
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                            2. Services by Indemnitee

2.01     Services by Indemnitee. Indemnitee agrees to serve or continue to serve
         in his current capacity or capacities as a director, officer, employee,
         agent or fiduciary of the Corporation. Indemnitee also agrees to serve,
         as the Corporation may request from time to time, as a director,
         officer, employee, agent or fiduciary of any other corporation,
         partnership, limited liability company, association, joint venture,
         trust or other enterprise in which the Corporation has an interest.
         Indemnitee and the Corporation each acknowledge that they have entered
         into this Agreement as a means of inducing Indemnitee to serve the
         Corporation in such capacities.

2.02     Termination of Services. Indemnitee may at any time and for any reason
         resign from such position or positions (subject to any other
         contractual obligation or any obligation imposed by operation of law).
         The Corporation shall have no obligation under this Agreement to
         continue Indemnitee in any such position for any period of time and
         shall not be precluded by the provisions of this Agreement from
         removing or terminating Indemnitee from any such position at any time.

                               3. Indemnification

3.01     General. The Corporation shall, to the fullest extent permitted by
         applicable law in effect on the date hereof, and to such greater extent
         as applicable law may thereafter permit, indemnify and hold Indemnitee
         harmless from and against any and all losses, liabilities, claims,
         damages and, subject to Section 3.02, Expenses (as this and all other
         capitalized words are defined in Article 1. of this Agreement),
         whatsoever arising out of any event or occurrence related to the fact
         that Indemnitee is or was a director or officer of the Corporation or
         is or was serving in another Corporate Status.

3.02     Expenses. If Indemnitee is, by reason of his Corporate Status, a party
         to and is successful, on the merits or otherwise, in any Proceeding, he
         shall be indemnified against all Expenses actually and reasonably
         incurred by him or on his behalf in connection therewith. If Indemnitee
         is not wholly successful in such Proceeding but is successful, on the
         merits or otherwise, as to any Matter in such Proceeding, the
         Corporation shall indemnify Indemnitee against all Expenses actually
         and reasonably incurred by him or on his behalf relating to such
         Matter. The termination of any Matter in such a Proceeding by
         dismissal, with or without prejudice, shall be deemed to be a
         successful result as to such Matter. To the extent that the Indemnitee
         is, by reason of his Corporate Status, a witness in any Proceeding, he
         shall be indemnified against all Expenses actually and reasonably
         incurred by him or on his behalf in connection therewith.

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           Syntroleum Amended and Restated Indemnification Agreement
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                           4. Advancement of Expenses

4.01     Advances. In the event of any threatened or pending action, suit or
         proceeding in which Indemnitee is a party or is involved and that may
         give rise to a right of indemnification under this Agreement, following
         written request to the Corporation by Indemnitee, the Corporation shall
         promptly pay to Indemnitee amounts to cover expenses reasonably
         incurred by Indemnitee in such proceeding in advance of its final
         disposition upon the receipt by the Corporation of (i) a written
         undertaking executed by or on behalf of Indemnitee providing that
         Indemnitee will repay the advance if it shall ultimately be determined
         that Indemnitee is not entitled to be indemnified by the Corporation as
         provided in this Agreement and (ii) satisfactory evidence as to the
         amount of such expenses.

4.02     Repayment of Advances or Other Expenses. Indemnitee agrees that
         Indemnitee shall reimburse the Corporation for all expenses paid by the
         Corporation in defending any civil, criminal, administrative or
         investigative action, suit or proceeding against Indemnitee in the
         event and only to the extent that it shall be determined pursuant to
         the provisions of this Agreement or by final judgment or other final
         adjudication under the provisions of any applicable law that Indemnitee
         is not entitled to be indemnified by the Corporation for such expenses.

        5. Procedure for Determination of Entitlement to Indemnification

5.01     Request for Indemnification. To obtain indemnification, Indemnitee
         shall submit to the Secretary of the Corporation a written claim or
         request. Such written claim or request shall contain sufficient
         information to reasonably inform the Corporation about the nature and
         extent of the indemnification or advance sought by Indemnitee. The
         Secretary of the Corporation shall promptly advise the Board of
         Directors of such request.

5.02     Determination of Entitlement; No Change of Control. If there has been
         no Change of Control at the time the request for indemnification is
         submitted, Indemnitee's entitlement to indemnification shall be
         determined in accordance with Section 145(d) of the DGCL. If
         entitlement to indemnification is to be determined by Independent
         Counsel, the Corporation shall furnish notice to Indemnitee within 10
         days after receipt of the request for indemnification, specifying the
         identity and address of Independent Counsel. The Indemnitee may, within
         14 days after receipt of such written notice of selection, deliver to
         the Corporation a written objection to such selection. Such objection
         may be asserted only on the ground that the Independent Counsel so
         selected does not meet the requirements of Independent Counsel and the
         objection shall set forth with particularity the factual basis for such
         assertion. If there is an objection to the selection of Independent
         Counsel, either the Corporation or Indemnitee may petition the Court
         for a determination that the objection is without a reasonable basis
         and/or for the appointment of Independent Counsel selected by the
         Court.

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           Syntroleum Amended and Restated Indemnification Agreement
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5.03     Determination of Entitlement; Change of Control. If there has been a
         Change of Control at the time the request for indemnification is
         submitted, Indemnitee's entitlement to indemnification shall be
         determined in a written opinion by Independent Counsel selected by
         Indemnitee. Indemnitee shall give the Corporation written notice
         advising of the identity and address of the Independent Counsel so
         selected. The Corporation may, within seven days after receipt of such
         written notice of selection, deliver to the Indemnitee a written
         objection to such selection. Indemnitee may, within five days after the
         receipt of such objection from the Corporation, submit the name of
         another Independent Counsel and the Corporation may, within seven days
         after receipt of such written notice of selection, deliver to the
         Indemnitee a written objection to such selection. Any objections
         referred to in this Section 5.03 may be asserted only on the ground
         that the Independent Counsel so selected does not meet the requirements
         of Independent Counsel and such objection shall set forth with
         particularity the factual basis for such assertion. Indemnitee may
         petition the Court for a determination that the Corporation's objection
         to the first and/or second selection of Independent Counsel is without
         a reasonable basis and/or for the appointment as Independent Counsel of
         a person selected by the Court.

5.04     Procedures of Independent Counsel. If a Change of Control shall have
         occurred before the request for indemnification is sent by Indemnitee,
         Indemnitee shall be presumed (except as otherwise expressly provided in
         this Agreement) to be entitled to indemnification upon submission of a
         request for indemnification in accordance with Section 5.01 of this
         Agreement, and thereafter the Corporation shall have the burden of
         proof to overcome the presumption in reaching a determination contrary
         to the presumption. The presumption shall be used by Independent
         Counsel as a basis for a determination of entitlement to
         indemnification unless the Corporation provides information sufficient
         to overcome such presumption by clear and convincing evidence or the
         investigation, review and analysis of Independent Counsel convinces him
         by clear and convincing evidence that the presumption should not apply.

         Except in the event that the determination of entitlement to
         indemnification is to be made by Independent Counsel, if the person or
         persons empowered under Section 5.02 or 5.03 of this Agreement to
         determine entitlement to indemnification shall not have made and
         furnished to Indemnitee in writing a determination within 60 days after
         receipt by the Corporation of the request therefor, the requisite
         determination of entitlement to indemnification shall be deemed to have
         been made and Indemnitee shall be entitled to such indemnification
         unless Indemnitee knowingly misrepresented a material fact in
         connection with the request for indemnification or such indemnification
         is prohibited by applicable law. The termination of any Proceeding or
         of any Matter therein, by judgment, order, settlement or conviction, or
         upon a plea of nolo contendere or its equivalent, shall not (except as
         otherwise expressly provided in this Agreement) of itself adversely
         affect the right of Indemnitee to indemnification or create a
         presumption that Indemnitee did not act in good faith and in a manner
         that he reasonably believed to be in or not opposed to

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           Syntroleum Amended and Restated Indemnification Agreement
                                  CONFIDENTIAL

         the best interests of the Corporation, or with respect to any criminal
         Proceeding, that Indemnitee had reasonable cause to believe that his
         conduct was unlawful. A person who acted in good faith and in a manner
         he reasonably believed to be in the interest of the participants and
         beneficiaries of an employee benefit plan of the Corporation shall be
         deemed to have acted in a manner not opposed to the best interests of
         the Corporation.

         For purposes of any determination hereunder, a person shall be deemed
         to have acted in good faith and in a manner he reasonably believed to
         be in or not opposed to the best interests of the Corporation, or, with
         respect to any criminal action or Proceeding, to have had no reasonable
         cause to believe his conduct was unlawful, if his action is based on
         the records or books of account of the Corporation or another
         enterprise or on information supplied to him by the officers of the
         Corporation or another enterprise in the course of their duties or on
         the advice of legal counsel for the Corporation or another enterprise
         or on information or records given or reports made to the Corporation
         or another enterprise by an independent certified public accountant or
         by an appraiser or other expert selected with reasonable care by the
         Corporation or another enterprise. The term "another enterprise" as
         used in this Section shall mean any other corporation or any
         partnership, limited liability company, association, joint venture,
         trust, employee benefit plan or other enterprise of which such person
         is or was serving at the request of the Corporation as a director,
         officer, employee or agent. The provisions of this paragraph shall not
         be deemed to be exclusive or to limit in any way the circumstances in
         which an Indemnitee may be deemed to have met the applicable standards
         of conduct for determining entitlement to rights under this Agreement.

5.05     Independent Counsel Expenses. The Corporation shall pay any and all
         reasonable fees and expenses of Independent Counsel incurred acting
         pursuant to this Article 5. and in any proceeding to which it is a
         party or witness in respect of its investigation and written report and
         shall pay all reasonable fees and expenses incident to the procedures
         in which such Independent Counsel was selected or appointed. No
         Independent Counsel may serve if a timely objection has been made to
         his selection until a Court has determined that such objection is
         without a reasonable basis.

                        6. Certain Remedies of Indemnitee

6.01     Adjudication. In the event that (i) a determination is made pursuant to
         Section 5.02 or 5.03 hereof that Indemnitee is not entitled to
         indemnification under this Agreement; (ii) advancement of Expenses is
         not timely made pursuant to Section 4.01 of this Agreement; (iii)
         Independent Counsel has not made and delivered a written opinion
         determining the request for indemnification (a) within 90 days after
         being appointed by the Court, or (b) within 90 days after objections to
         his selection have been overruled by the Court or (c) within 90 days
         after the time for the Corporation or Indemnitee to object to his
         selection; or (iv) payment of indemnification is not made within five
         days after a determination of entitlement to indemnification has been
         made or deemed to have been

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           Syntroleum Amended and Restated Indemnification Agreement
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         made pursuant to Section 5.02, 5.03 or 5.04 of this Agreement,
         Indemnitee shall be entitled to an adjudication in the Court, or in any
         other court of competent jurisdiction, of his entitlement to such
         indemnification or advancement of Expenses. In the event that a
         determination shall have been made that Indemnitee is not entitled to
         indemnification, any judicial proceeding or arbitration commenced
         pursuant to this Section 6.01 shall be conducted in all respects as a
         de novo trial on the merits and Indemnitee shall not be prejudiced by
         reason of that adverse determination. If a Change of Control shall
         have occurred, in any judicial proceeding commenced pursuant to this
         Section 6.01, the Corporation shall have the burden of proving that
         Indemnitee is not entitled to indemnification or advancement of
         Expenses, as the case may be. If a determination shall have been made
         or deemed to have been made that Indemnitee is entitled to
         indemnification, the Corporation shall be bound by such determination
         in any judicial proceeding commenced pursuant to this Section 6.01, or
         otherwise, unless Indemnitee knowingly misrepresented a material fact
         in connection with the request for indemnification, or such
         indemnification is prohibited by law.

         The Corporation shall be precluded from asserting in any judicial
         proceeding commenced pursuant to this Section 6.01 that the procedures
         and presumptions of this Agreement are not valid, binding and
         enforceable, and shall stipulate in any such proceeding that the
         Corporation is bound by all provisions of this Agreement. In the event
         that Indemnitee, pursuant to this Section 6.01, seeks a judicial
         adjudication to enforce his rights under, or to recover damages for
         breach of, this Agreement, Indemnitee shall be entitled to recover from
         the Corporation, and shall be indemnified by the Corporation against,
         any and all Expenses actually and reasonably incurred by him in such
         judicial adjudication, but only if he prevails therein. If it shall be
         determined in such judicial adjudication that Indemnitee is entitled to
         receive part but not all of the indemnification or advancement of
         Expenses sought, the Expenses incurred by Indemnitee in connection with
         such judicial adjudication or arbitration shall be appropriately
         prorated.

                       7. Participation by the Corporation

7.01     Participation by the Corporation. With respect to any such claim,
         action, suit, proceeding or investigation as to which Indemnitee
         notifies the Corporation of the commencement thereof: (a) the
         Corporation will be entitled to participate therein at its own expense;
         (b) except as otherwise provided below, to the extent that it may wish,
         the Corporation (jointly with any other indemnifying party similarly
         notified) will be entitled to assume the defense thereof, with counsel
         reasonably satisfactory to Indemnitee. After receipt of notice from the
         Corporation to Indemnitee of the Corporation's election so to assume
         the defense thereof, the Corporation will not be liable to Indemnitee
         under this Agreement for any legal or other expenses subsequently
         incurred by Indemnitee in connection with the defense thereof other
         than reasonable costs of investigation or as otherwise provided below.
         Indemnitee shall have the right to employ his own counsel in such
         action, suit, proceeding or investigation but the fees and expenses of
         such counsel

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           Syntroleum Amended and Restated Indemnification Agreement
                                  CONFIDENTIAL

         incurred after notice from the Corporation of its assumption of the
         defense thereof shall be at the expense of Indemnitee unless (i) the
         employment of counsel by Indemnitee has been authorized by the
         Corporation, (ii) Indemnitee shall have reasonably concluded that there
         is a conflict of interest between the Corporation and Indemnitee in the
         conduct of the defense of such action or (iii) the Corporation shall
         not in fact have employed counsel to assume the defense of such action,
         in each of which cases the fees and expenses of counsel employed by
         Indemnitee shall be subject to indemnification pursuant to the terms of
         this Agreement (the Corporation shall not be entitled to assume the
         defense of any action, suit, proceeding or investigation brought in the
         name of or on behalf of the Corporation or as to which Indemnitee shall
         have made the conclusion provided for in (ii) above); and (c) the
         Corporation shall not be liable to indemnify Indemnitee under this
         Agreement for any amounts paid in settlement of any action or claim
         effected without its written consent, which consent shall not be
         unreasonably withheld. The Corporation shall not settle any action or
         claim in any manner that would impose any limitation or unindemnified
         penalty on Indemnitee without Indemnitee's written consent, which
         consent shall not be unreasonably withheld.

                                8. Miscellaneous

8.01     Nonexclusivity of Rights. The rights of indemnification and advancement
         of Expenses as provided by this Agreement shall not be deemed exclusive
         of any other rights to which Indemnitee may at any time be entitled to
         under applicable law, the Corporation's Certificate of Incorporation,
         the Corporation's Bylaws, any agreement, a vote of shareholders or a
         resolution of directors, or otherwise. No amendment, alteration or
         repeal of this Agreement or any provision hereof shall be effective as
         to Indemnitee for acts, events and circumstances that occurred, in
         whole or in part, before such amendment, alteration or repeal. The
         provisions of this Agreement shall continue as to Indemnitee whose
         Corporate Status has ceased for any reason and shall inure to the
         benefit of his heirs, executors and administrators.

8.02     Insurance and Subrogation. The Corporation shall not be liable under
         this Agreement to make any payment of amounts otherwise indemnifiable
         hereunder if, but only to the extent that, Indemnitee has otherwise
         actually received such payment under any insurance policy, contract,
         agreement or otherwise. In the event of any payment hereunder, the
         Corporation shall be subrogated to the extent of such payment to all
         the rights of recovery of Indemnitee, who shall execute all papers
         required and take all action reasonably requested by the Corporation to
         secure such rights, including execution of such documents as are
         necessary to enable the Corporation to bring suit to enforce such
         rights.

8.03     Acknowledgment of Certain Matters. Both the Corporation and Indemnitee
         acknowledge that in certain instances, applicable law or public policy
         may prohibit indemnification of Indemnitee by the Corporation under
         this Agreement or otherwise. Indemnitee understands and acknowledges
         that the Corporation has undertaken or may be

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           Syntroleum Amended and Restated Indemnification Agreement
                                  CONFIDENTIAL

         required in the future to undertake, by the Securities and Exchange
         Commission, to submit the question of indemnification to a court in
         certain circumstances for a determination of the Corporation's right
         under public policy to indemnify Indemnitee.

8.04     Amendment. This Agreement may not be modified or amended except by a
         written  instrument  executed by or on behalf of each of the parties
         hereto.

8.05     Waivers. The observance of any term of this Agreement may be waived
         (either generally or in a particular instance and either retroactively
         or prospectively) by the party entitled to enforce such term only by a
         writing signed by the party against which such waiver is to be
         asserted. Unless otherwise expressly provided herein, no delay on the
         part of any party hereto in exercising any right, power or privilege
         hereunder shall operate as a waiver thereof, nor shall any waiver on
         the part of any party hereto of any right, power or privilege hereunder
         operate as a waiver of any other right, power or privilege hereunder
         nor shall any single or partial exercise of any right, power or
         privilege hereunder preclude any other or further exercise thereof or
         the exercise of any other right, power or privilege hereunder.

8.06     Entire Agreement. This Agreement and the documents referred to herein
         constitute the entire agreement between the parties hereto with respect
         to the matters covered hereby, and any other prior or contemporaneous
         oral or written understandings or agreements with respect to the
         matters covered hereby are superseded by this Agreement.

8.07     Severability. If any provision or provisions of this Agreement shall be
         held to be invalid, illegal or unenforceable for any reason whatsoever,
         the validity, legality and enforceability of the remaining provisions
         shall not in any way be affected or impaired thereby; and, to the
         fullest extent possible, the provisions of this Agreement shall be
         construed so as to give effect to the intent manifested by the
         provision held invalid, illegal or unenforceable.

8.08     Certain Actions For Which Indemnification Is Not Provided.
         Notwithstanding any other provision of this Agreement, Indemnitee shall
         not be entitled to indemnification or advancement of Expenses under
         this Agreement with respect to any Proceeding, or any Matter therein,
         brought or made by Indemnitee against the Corporation.

8.09     Notices. Promptly after receipt by Indemnitee of notice of the
         commencement of any action, suit or proceeding, Indemnitee shall, if he
         anticipates or contemplates making a claim for expenses or an advance
         pursuant to the terms of this Agreement, notify the Corporation of the
         commencement of such action, suit or proceeding; provided, however,
         that any delay in so notifying the Corporation shall not constitute a
         waiver or release by Indemnitee of rights hereunder and that any
         omission by Indemnitee to so notify the Corporation shall not relieve
         the Corporation from any liability that it may have to Indemnitee
         otherwise than under this Agreement. Any communication required or
         permitted to the Corporation shall be addressed to the Secretary of the
         Corporation and

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           Syntroleum Amended and Restated Indemnification Agreement
                                  CONFIDENTIAL

         any such communication to Indemnitee shall be addressed to the
         Indemnitee's address as shown on the Corporation's records unless the
         Indemnitee specifies otherwise and shall be personally delivered or
         delivered by overnight mail delivery. Any such notice shall be
         effective upon receipt.

8.10     Governing Law. This Agreement shall be construed in accordance with and
         governed by the laws of the State of Delaware without regard to any
         principles of conflict of laws that, if applied, might permit or
         require the application of the laws of a different jurisdiction.

8.11     Headings. The Article and Section headings in this Agreement are for
         convenience of reference only, and shall not be deemed to alter or
         affect the meaning or interpretation of any provisions hereof.

8.12     Counterparts. This Agreement may be executed in counterparts, each of
         which shall be deemed to be an original and all of which together shall
         be deemed to be one and the same instrument.

8.13     Use of Certain Terms. As used in this Agreement, the words "herein,"
         "hereof," and "hereunder" and other words of similar import refer to
         this Agreement as a whole and not to any particular paragraph,
         subparagraph, section, subsection, or other subdivision. Whenever the
         context may require, any pronoun used in this Agreement shall include
         the corresponding masculine, feminine or neuter forms, and the singular
         form of nouns, pronouns and verbs shall include the plural and vice
         versa.

         IN WITNESS WHEREOF, this Agreement has been duly executed and delivered
to be effective as of the date first above written.

                                        SYNTROLEUM CORPORATION

                                        By: ------------------------------------

                                            John B. Holmes, Jr., President/COO


                                        INDEMNITEE

                                        By:
                                            ------------------------------------
                                            Ronald E. Stinebaugh


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